-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dkCWvOh1o995IoaaowSmB+jzdQ8EPXyHzeYsDOwfuyMZTdW6884/VW072MRhpF4o 63Nj1sOusCC7XkIpiTxPZw== 0000922423-95-000149.txt : 199507070000922423-95-000149.hdr.sgml : 19950707 ACCESSION NUMBER: 0000922423-95-000149 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950706 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARIETTA CORP CENTRAL INDEX KEY: 0000792969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161074992 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38479 FILM NUMBER: 95552404 BUSINESS ADDRESS: STREET 1: 37 HUNTINGTON ST CITY: CORTLAND STATE: NY ZIP: 13045 BUSINESS PHONE: 6077536746 MAIL ADDRESS: STREET 1: 37 HUNTINGTON STREET CITY: CORTLAND STATE: NY ZIP: 13045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKSTEIN PARTNERS INC CENTRAL INDEX KEY: 0000922415 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133537972 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 MARIETTA CORPORATION 13D AMENDMENT FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 to SCHEDULE 13D Under the Securities Exchange Act of 1934 Marietta Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 56763410 (CUSIP Number) David P. Levin, Esq. Kramer, Levin, Naftalis, Nessen, Kamin & Frankel 919 Third Avenue New York, New York 10022 (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: /_/ Check the following box if a fee is being paid with this statement: /_/ PAGE Amendment No. 9 to Schedule 13D This Amendment amends the Schedule 13D, dated January 20, 1995, as amended by Amendment No. 1 thereto dated February 15, 1995, Amendment No. 2 thereto dated March 6, 1995, Amendment No. 3 thereto dated April 3, 1995, Amendment No. 4 thereto dated April 14, 1995, Amendment No. 5 thereto dated April 19, 1995, Amendment No. 6 thereto dated May 10, 1995, Amendment No. 7 thereto dated May 11, 1995 and Amendment No. 8 thereto dated May 17, 1995 (the "Schedule 13D"), filed by Dickstein & Co., L.P., Dickstein International Limited, Dickstein Partners, L.P., Dickstein Partners Inc., Mark Dickstein, Calibre Capital Advisors, Inc. and Howard R. Shapiro, with respect to the Common Stock, $.01 par value, of Marietta Corporation (the "Company"). Notwithstanding this Amendment, the Schedule 13D speaks as of its respective dates. Capitalized terms used without definition have the meanings assigned to them in the Schedule 13D. Item 4 of the Schedule 13D, "Purpose of the Transaction," is hereby amended by adding the following at the end thereof: "On June 29, 1995, the Company and Dickstein & Co. and Dickstein International entered into a letter agreement confirming that the Company's annual meeting of shareholders was rescheduled to August 31, 1995, subject to the court's reopening its order that the annual meeting of shareholders be held on July 14, 1995, and agreed that the annual meeting would not be adjourned beyond August 31, 1995, without the consent of Dickstein & Co. and Dickstein International. On June 30, 1995, the court, in response to an application of the Company joined by Dickstein & Co. and Dickstein International, vacated its order and judgment with respect to the Company's annual meeting. Item 7 of the Schedule 13D, "Exhibits," is hereby amended by adding the following Exhibit: Exhibit 16 Letter Agreement, dated June 29, 1995, between Stephen D. Tannen and Mark Brodsky. Exhibit 17 Letter Decision and Order, dated June 30, 1995, in Application of Dickstein & Co. v. Marietta Corporation (Sup. Ct. Cortland Co.), Cortland Co. Index # 31571; RJI # 95-0124M. 2 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: July 6, 1995 DICKSTEIN & CO., L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P., the general partner of Dickstein & Co., L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN INTERNATIONAL LIMITED By: Alan Cooper, as Vice President of Dickstein Partners Inc., the agent of Dickstein International Limited /s/ Alan Cooper Name: Alan Cooper DICKSTEIN PARTNERS, L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P. /s/ Alan Cooper Name: Alan Cooper 3 PAGE DICKSTEIN PARTNERS INC. By: Alan Cooper, as Vice President /s/ Alan Cooper Name: Alan Cooper /s/ Mark Dickstein Mark Dickstein CALIBRE CAPITAL ADVISORS, INC. By: Howard R. Shapiro, as President /s/ Howard R. Shapiro Name: Howard R. Shapiro /s/ Howard R. Shapiro Howard R. Shapiro 4 EX-99 2 EXHIBIT 16 EXHIBIT 16 MARIETTA CORPORATION 37 Huntington Street Cortland, New York 13045 June 29, 1995 Mark Brodsky, Esq. Dickstein Partners Inc. 9 West 57th Street New York, New York 10019 Dear Mr. Brodsky: This will confirm that on June 27, 1995, Marietta's Board of Directors held a meeting at which it was unanimously resolved to reschedule the date of the annual shareholders meeting from July 14, 1995 to August 31, 1995, with a new record date of July 28, 1995, subject to and conditioned on the Supreme Court's re- opening the Order and Judgment in Dickstein & Co., L.P. v. Marietta Corporation, et al., Index No. 31571 (N.Y. Sup. Ct. Cortland Co.), entered on May 5, 1995 to permit such a change. In consideration of the agreement of Dickstein & Co., L.P. and Dickstein International Limited ("Dickstein") not to object to or oppose the vacatur of the Judgment and Order, Marietta agrees that it will not further adjourn the date of the annual shareholders meeting beyond August 31, 1995 without Dickstein's consent. Please indicate your agreement by signing as indicated below. Very truly yours, Stephen D. Tannen President and Chief Executive Officer AGREED AND ACCEPTED: DICKSTEIN & CO., L.P. DICKSTEIN INTERNATIONAL LIMITED DICKSTEIN PARTNERS INC. By______/s/____________________ Mark Brodsky* *For Dickstein Partners Inc., agent of Dickstein International and for Dickstein Partners, L.P., general partner of Dickstein & Co. EX-99 3 EXHIBIT 17 EXHIBIT 17 June 30, 1995 LETTER DECISION AND ORDER John M. Hinchcliff, Esq. True, Walsh & Miller 101 North Tioga Street Suite 205 Ithaca, New York 14850 Alan R. Friedman, Esq. Kramer, Levin, Naftalis, Nessen, Kamin & Frankel 919 Third Avenue New York, New York 10022-3852 Martin J. Schwartz, Esq. Rubin Baum Levin Constant & Friedman 30 Rockefeller Plaza - 29th Floor New York, New York 10112 RE: APPLICATION OF DICKSTEIN & CO., L.P. and DICKSTEIN INTERNATIONAL LIMITED, Petitioners, for a Judgment Pursuant to CPLR Article 78 Directing Respondents to Hold an Annual Shareholders Meeting, - against - MARIETTA CORPORATION, ROBERT C. BUHRMASTER, RONALD C. DEMEO, DOMINIC J. LA ROSA, FRANK MAGRONE, LEONARD J. SICHEL, STEPHEN D. TANNEN and THOMAS D. WALSH Cortland Co. Index #31571; RJI #95-0124M Marietta Corporation joined by Dickstein & Co., L.P. and Dickstein International Limited, and supported by Florescue Family Corporation petitions the court to postpone the date of the shareholders meeting of Marietta Corporation now scheduled for July 14, 1995. Marietta Corporation contends there will be no prejudice to the shareholders if the meeting is adjourned, but a serious risk of harm to Marietta and its shareholders if the meeting is held as scheduled. PAGE Marietta Corporation states that it is the hope and expectation of the board of directors that within a matter of weeks the shareholders will be presented with the opportunity to vote upon a transaction to sell Marietta Corporation. The supported reasons for the adjournment of the shareholders meeting are to avoid the cost of a proxy contest, to permit Marietta to direct its time/energy to effecting a favorable sale, and to maximize the chances for an orderly completion of the sale process. The parties and Florescue Family Corporation urge the court to open and modify its prior order because changed circumstances render that prior order unnecessary. Accordingly, based upon the papers submitted to court, the motion to open the judgment and order entered on May 5, 1995 is granted and the order and judgment is hereby vacated. ENTER ______________________________ HON. PHILLIP R. RUMSEY Supreme Court Justice 2 -----END PRIVACY-ENHANCED MESSAGE-----